-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DLch5rXnEiwfghL7nJFgpibWq2uTejXI75QM2l8a2DwBSmQ6XAu/7bonpwkgUsKc hNWeuf9DLRdQHzgA4ex0KA== 0000012355-04-000136.txt : 20041004 0000012355-04-000136.hdr.sgml : 20041004 20041004091426 ACCESSION NUMBER: 0000012355-04-000136 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041001 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041004 DATE AS OF CHANGE: 20041004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACK & DECKER CORP CENTRAL INDEX KEY: 0000012355 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 520248090 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-03593 FILM NUMBER: 041060247 BUSINESS ADDRESS: STREET 1: 701 E JOPPA RD CITY: TOWSON STATE: MD ZIP: 21286 BUSINESS PHONE: 4107163900 MAIL ADDRESS: STREET 1: 701 EAST JOPPA ROAD STREET 2: MAIL STOP TW 290 CITY: TOWSON STATE: MD ZIP: 21286 FORMER COMPANY: FORMER CONFORMED NAME: BLACK & DECKER MANUFACTURING CO DATE OF NAME CHANGE: 19850206 8-K 1 form8k10042004a.txt 10/04/2004 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 4, 2004 ------------------------------- THE BLACK & DECKER CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 1-1553 52-0248090 - ---------------------------- ------------------------ ---------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 701 East Joppa Road, Towson, Maryland 21286 - ---------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 410-716-3900 ------------------------------ Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - 2 - ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On October 4, 2004, the Corporation announced that it has completed the purchase of the Tools Group from Pentair, Inc., which was previously announced on July 19, 2004. Under the purchase agreement, the Corporation acquired the Tools Group for a purchase price of approximately $775 million in cash. The final purchase price is subject to customary adjustments based upon changes in the net assets of the Tools Group through the closing date. The Tools Group includes the Porter-Cable, Delta, DeVilbiss Air Power, Oldham Saw and FLEX businesses. Attached to this Current Report on Form 8-K as Exhibit 99 is a copy of the Corporation's related press release dated October 4, 2004. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired. The financial statements required by Item 9.01(a) will be filed by amendment as soon as practicable within the time period specified in Item 9.01(a) (4) of Form 8-K. (b) Pro forma financial information. The pro forma financial information required by Item 9.01(b) will be filed by amendment as soon as practicable within the time period specified in Item 9.01(a)(4) of Form 8-K. (c) Exhibits. Exhibit 2 The Purchase Agreement between the Black & Decker Corporation and Pentair, Inc. dated as of July 16, 2004 included in the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 27, 2004 is incorporated herein by reference. Exhibit 99 Press Release of the Corporation dated October 4, 2004. -3- THE BLACK & DECKER CORPORATION S I G N A T U R E S Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE BLACK & DECKER CORPORATION By: /s/ CHRISTINA M. MCMULLEN ----------------------------- Christina M. McMullen Vice President and Controller Date: October 4, 2004 EX-99 2 form8k10042004b.txt PRESS RELEASE DATED 10/04/2004 Contact: Barbara B. Lucas Senior Vice President Public Affairs 410-716-2980 Mark M. Rothleitner Vice President Investor Relations and Treasurer 410-716-3979 FOR IMMEDIATE RELEASE: Monday, October 4, 2004 Subject: Black & Decker Finalizes the Acquisition of Pentair's Tools Group Towson, MD - The Black & Decker Corporation (NYSE: BDK) today announced that it has completed the purchase of the Tools Group from Pentair, Inc. (NYSE: PNR) for approximately $775 million in cash. The Tools Group, which includes the Porter-Cable, Delta, DeVilbiss Air Power, Oldham Saw, and FLEX businesses, had sales of $1.08 billion and operating profit of $82 million in 2003. In addition, the Corporation will discuss its third-quarter results and the outlook for the remainder of 2004 during a conference call on Wednesday, October 27, 2004, following the release of its third-quarter 2004 results. The call is scheduled to begin at 10:00 a.m., E.T., and will be webcast "live" over the Internet. Investors can listen to the call by visiting http://www.bdk.com and clicking on the icon labeled "Live Webcast." It is recommended that listeners log-in at least ten minutes prior to the beginning of the call to assure timely access. A webcast replay of the conference call will be available at http://www.bdk.com. Black & Decker is a leading global manufacturer and marketer of power tools and accessories, hardware and home improvement products, and technology-based fastening systems. # # # -----END PRIVACY-ENHANCED MESSAGE-----